


Possible Heroes

by RememberToHaveFun



Category: Ben 10 (2005 Cartoon), Ben 10 Series, Danny Phantom, Kim Possible (Cartoon)
Genre: Action/Adventure, Ben 10 (2005) - Freeform, Canon Compliant, Cartoon Hero Crossover, Drama, Gen, Just Mashed Together, My First AO3 Post
Language: English
Status: In-Progress
Published: 2018-07-19
Updated: 2018-07-24
Packaged: 2019-06-13 04:28:25
Rating: Teen And Up Audiences
Warnings: Creator Chose Not To Use Archive Warnings
Chapters: 3
Words: 6,284
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/15356253
Author URL: https://archiveofourown.org/users/RememberToHaveFun/pseuds/RememberToHaveFun
Summary: Kim has been out of the hero game for years now, but Dr. Director brings her one last mission. Support, connect and prepare a new generation of heroes!Ben 10 and Danny Phantom are just the first of many she will support against the growing threats their world faces.





	1. Mission Possible

When Kim had left for college, she was ready to conquer a whole new world. She promised to take a year off the heroics while she settled into college. One year turned into two and two turned into three. It wasn’t anyone’s fault, the world was still recovering from the Lowardian invasion and she was spend three quarters of a year an ocean apart from Ron. It wasn’t like they could meet up on short notice for a mission.

Everything changed the fourth year.

Amity Park became a supernatural hotspot. Incidents seemed to occur daily, but they were resolved as fast as they came by Danny Phantom.

There were robots and monsters popping up in Norrisville not long after, but nothing lingered long after the Norrisville Ninja joined the scene.

Summer came and with it an underground resurgence in alien activity and new alien heroes all over the united states.

At the beginning of fall everything went completely insane. Giant monsters so completely beyond Kim’s ability to stop began fall from the sky. After she spent a day frozen in class from what Wade described as some sort of sonic noise induced psycho-paralysis that she realized she that she wasn’t part of that world anymore and hadn’t been for a very long time.

~*~

Kim was reading the news on her smartphone. Her Kimmunicator was still strapped to her wrist, but it hadn’t been used in years and she wasn’t about to break that streak to browse the internet. Three giant monsters fell from space this time and Titan managed to destroy all three. Property destruction was in the billions, but casualties were unusually small in Sherman City.

Danny Phantom and various alien heroes were spotted evacuating citizens from the disaster area. San Francisco and Paris weren’t so lucky, but it could have been a lot worse.

“Do you miss it, KP?” Ron asked as he loaded his last bag into the trunk.

“This is hardly what we did in high school, Ron.”

“I dunno. We stopped one alien invasion. We could give this one a crack.”

“I don’t-”

“Stop! Thief!” Kim spun in time to see a hooded figure carrying a pink purse with a cut strap turning down an alley.

“I’ll catch up later!” Kim tossed Ron her backpack, which he actually managed to catch while he toppled over.

Kim had initially thought the thief was a real novice to just grab a purse and run away on foot, but after chasing him over fences, up a fire escape and across the rooftops of seven buildings it became clear this criminal was making the most of the skills he had at his disposal.

The masked man tried to duck back into a crowd, but Kim was slimmer and extremely skilled at coordinating her entire body. She slid nimbly through the river of people and closed the distance in time to tackle him to the ground in front of a cafe.

“Right on time, Kim. I can always count on you,” said a familiar voice.

“Dr. Director? You know I’m out of the hero business,” Kim told her.

“Tell that to agent Du’s wounded pride.” Betty smiled just a little more than was appropriate.

Kim lifted the hood back and revealed agent Will Du’s signature and still somehow completely composed hair before releasing him. “This is totally different. Sorry, Will.”

Will Du dusted himself off. He offered her a nod and a curt, “Possible.” before lightly limping out of the room.

“He’ll be fine.” Kim wasn’t sure if she meant physically or psychologically, but she suspected one of those statements was less true than the other. “Sit with me, Kimberly. You don’t need to be a hero to chat with old friends over coffee. I’ll even give you a ride so you can catch up with Ron,” she beckoned.

Kim sits down and sips from the cup that was waiting for her. It was her usual twice blended mocha frappe, no whipped cream. She didn’t like chunks of ice and she couldn’t afford the full calories of the whip. Not when she had them as often as she did anyway.

Kim laughed. “Okay, I get it. You’ve been keeping tabs on me. So what’s the sitch? Are you trying to get me back into the game too?”

Dr. Director abandoned her smile for a face she only used for direly important news. Kim used to see that face a lot. “If only it were that simple. Kim the world needs your unique skillset more than ever.”

“It sure sounds that simple. I don’t want to be an agent. I want to go to graduate school. The world has gone on without Kim Possible just fine,” said Kim. She didn’t mean to sound bitter. She was genuinely proud of the new heroes that made her... obsolete. Wow. There she went again.

“I’m not offering you a position. I’m offering you a mission. Think you have one more in you?” Dr. Director’s face was uncertain and pleading. Completely different from any time they’d talked before. Kim felt needed and that was deceptively temping. She wasn’t a hero anymore.

“I’ll listen, but I’m not making any promises. This is an important time for me.” It was the only compromise she could offer.

“Absolutely.” She quickly agreed. “I’ll brief you in the car. We wouldn’t want Ron to worry too much.”

Kim was ushered into a car with black windows, frappe still in hand. Dr. Director got in the back with Kim, making her wonder if they were making Will drive them after she tackled him.

“As you know, ghost attacks, alien encounters, and other so-called supernatural events have been on the rise in the last few years.” As Dr. Director spoke a monitor dropped down from a hidden compartment in front of her and flashed images of carnage caught on various security cameras and cell phones.

“Which have been handled,” Kim reminded her.

“For the moment, yes.” The monitors flash images of Danny Phantom, Four-arms, and the Titan fighting monsters and robots. “These are known heroes that have done a lot of good for the world, but this is what the world doesn’t know.”

The monitor displayed a boy with messy black hair and gentle blue eyes as Dr. Director continued, “Danny Phantom is actually Danny Fenton, sixteen year old student at Casper High.”

“He’s so young...I think I babysat him once.” Kim observed a little uneasy with where this was going.

The display changed again. It showed another teenage boy filled with energy as he slammed the buttons at an arcade machine. “The Norrisville Ninja is actually a succession of ninja. The latest is highschool freshman, Randy Cunningham.”

The next image was of much younger boy with even messier hair and strong green eyes. “And all of the alien heroes reported across the nation this last summer are one Benjamin Tennyson, age ten.”

Kim was forced to interject, “ _No._ How could you let that happen?”

“The device that allows him to change forms is locked to his arm and his DNA. Human technology can’t expect to remove it in his lifetime,” Betty continued.

Kim wanted to protest more but a more pressing thought crossed her mind. “You want them. For what?”

“I want to _help_ them, Kimberly. They should lean on each other in hard times, and learn from those who came before. Should any of them fall, the world as we know it could end.” Dr. Director pulled three manilla envelopes from a hidden compartment. “They don’t trust their own parents with these secrets. I would be very grateful, if they could trust you.”

“I trust you with my life, Betty. I cannot trust you with theirs. I won’t support Global Justice like this.” Kim didn’t reach for the offered envelopes.

Dr. Director didn’t stop offering them. “We don’t want your support. We want to support you. Technology, money, safe houses and information. No questions asked and no one to answer to. As involved as you want for as long as you want.”

“Now you’re being ridiculous. There’s no way you’re allowed to do something that reckless.” No accountability? Who could possible approve that?

Dr. Director locked eyes with her. “Global Justice cannot keep up with today’s super criminals. All we can do now is support those who can.”

“You don’t have permission to do this, do you?” Kim’s eyes returned to the envelopes.

Dr. Direct smiled cleverly, “I’m the leader of a clandestine organization. I’m allowed to allocate resources to secret projects that go unreported for years. Plausible deniability is a perk to our investors.”

Kim continued to hesitate. The weight of those papers had majorly grown over the course of their conversation and they had already started with the weight of three young lives. It wouldn’t have been imaginable yesterday to take such a burden at this time in her life, but if she didn’t whose shoulders would it fall on? Danny’s? Ben’s? Could they handle it? Could she?

“I’ll... think about it.”

“That’s all I ask.” Dr. Director put the folders directly in Kim’s hands.

~*~

“I think it's a great idea. You can reconnect with your teen hero roots while stateside,” Ron said as he sat beside her on the bed.

“I don’t know. It’s been years since we’ve done a mission and Bellewood is on the way to Amity Park, but Norrisville is way in the opposite direction. The travel alone could take a whole week and everyone will be waiting for us in Middleton,” Kim pulled for excuses as she flipped between folders.

Ron pulled the Norrisville Ninja file from her hands. “So I’ll hit Norrisville, and we’ll meet back in Middleton in just a couple days for superhero bootcamp.”

“Well, someone should help these kids.” Kim wouldn’t have accepted the files otherwise.

“And who better than us?” Ron wrapped his arm around her.

“Do you really think we should?” Kim asked, resting her head on his shoulder.

“I think that you think you should, but you aren’t sure you can handle it.” Ron rested his head on her’s. “I _am_ sure you can handle it, so don’t worry about it.”

“You really think I can?” Kim shrank into herself.

Ron had watched her wrestle sharks, bears and one time a hybrid bear-shark, but no amount of listing her accomplishments ever made her feel more confident. So instead he kissed the top of her head and said, “You’re Kim Possible. You can do anything.”

It was corny, and not at all logical, but that was always what he had brought to the team.

And, like always, it gave her the strength to move forward.

 

**Notes for the Chapter:**

> Originally posted on Fanfiction.net. Didn't find it very convenient, so trying out other options. There are going to be many references to other cartoons as well, but the three tagged are the major focus. Am I supposed to tag the minor roles too? I think in the first 5 or 6 chapters Randy Cunningham will have only 2 lines.
> 
> I don't hate the other Ben 10 shows but I like the original series best and its continuity is often at odds with future stuff so I just ignore the new stuff when I write. Romance is not a focus, but you can assume most cannon relationships to exist in the background of this story.
> 
> Taking the opportunity to rework a few chapters. I'm doing this whole thing without a beta so sometimes I don't catch stuff until way too late. Also I'm sorta imitating common formatting I see, but I write with paragraph indents then basically reformat. Is this okay looking?


	2. And then there was Ben

**Summary for the Chapter:**

> The first hero Kim visits is Ben Tennyson, but it isn't at all what she expected.

Even though she “retired” at eighteen, Kim was a teen hero for most of her teens. She tried not to brag too much, but she had more than a thousand successful missions to her name. So naturally her new mission focuses on pretty much the only aspect of heroics she _doesn’t_ have experience with; Secret identities.

Ben’s house was painfully normal white middle class. The normalcy was off the charts. The doorbell even ding-donged! Why did she ring the doorbell?! These people would completely freak if they knew Ben’s secret, but she can’t just lie to them!

Whatever plans she managed to cobble together for the encounter didn’t include the little redheaded girl who opened the door.

“Kim Possible? Wow. I am a huge fan! What are you doing here?” the girl gushed with earnest enthusiasm. According to Ben’s file, Gwen and Maxwell Tennyson were the only two who knew Ben’s secret. Maybe if she just...

“I’m actually here to talk to Ben about _heroes_ ,” Kim stressed in what she hoped was a conspiratorial tone. She added in a wink just in case. She’d seen Ron do that before.

“Aunt Sandra! Kim Possible is here to see Ben!”

Kim screamed internally.

As Kim was mentally preparing herself for a lot of unanswerable questions a blonde woman drying her hands with a towel came to the door.

“It really is Kim Possible. Imagine that,” She said with a  subtle smile. Kim tactically knew she had to take control of the conversation before difficult questions got asked.

“Hello!” She blurted out.

“Ben won a visit from a real hero in a contest! Isn’t that great?” said Gwen, tactically taking control of the conversation.

“Oh my. Would it be alright if we rescheduled, miss Possible? My Ben hasn’t been feeling very well.” Sandra asked as the smile fell right off her face.

“Aunt Sandra, I really think this might be good for Ben. I’m proof he’s not contagious and a visit from real hero might be just what he needs,” Gwen said with conviction.

“Well...if miss Possible doesn’t mind?” Sandra asked looking right into Kim’s eyes.

Kim found her voice and said, “Not at all, Mrs. Tennyson. Please call me Kim.”

“And you can call me Sandra. Just be careful with Ben. He’s...delicate,” she stepped back from the door to let her in. Kim made sure to note that she owed Gwen a favor.

Sandra suddenly remembered she was in the middle of something and asked, “Gwen, sweetie could you take Kim up to Ben’s room? When I finish the dishes I’ll bring some tea up.”

She was in! Kim waited until she was out of earshot to ask about Ben.

“So Ben’s sick?” she asked.

“I don’t know. I think he's doing it to himself, but he won’t tell me why.” she said. Gwen was making a face that Kim remembered making the first time Ron lied to keep a secret from her. It was part sad, part confused, and part angry. Just a jumble of upsetness.

“Just because he won’t tell you, doesn’t mean you’re not his friend,” offered Kim.

“I’m _not_ his friend. He’s my doofus cousin,” she protested as she paused with her hand poised to open the door to Ben’s room. “Maybe he’ll talk to you. I’ll keep watch for aunt Sandra.”

Gwen opened the door to let Kim in, but walked away without looking in. Kim noted that the energy in her from before was entirely absent and her smile was replaced with a grimace. That couldn’t mean anything good, but she would see for herself when she stepped into his room.

“Kim Possible? This is a way better dream. So far anyway,” said the little boy on the bed. He had dark circles around his eyes and his face was much thinner than the photos Dr.Director showed her.

“Just call me Kim. Do you dream a lot? I never remember mine,” she said conversationally. He looked like he needed a friend more than a superhero mentor right now.

“I wish I could forget,” Ben grumbled. He gave Kim a hard look a detective might give, but on his tired eleven year old face it was kind of adorable.

“Are you here to recruit me to a team of superheroes to save the galaxy?” he asked. His eyes were searching Kim’s, but she saw more in his than he saw in hers. Not quite awake, suspicious and scared.

Kim smiled softly at him and spoke softer, “Something like that.”

She took a seat in the chair facing Ben’s bed. Sandra seemed to be very worried about Ben, but Kim had a gut feeling that it was Gwen’s seat. “Still trying to figure out what kind of dream this is?” she asked.

Ben seemed to relax. “I’ve had the same nightmare so many times, I thought I used up all my good dreams,” he explained.

“The same nightmare? Do you want to talk about it?” Kim asked.

“No!” Ben protested. His upper body tried to shoot up, but it didn’t get far before his muscles struggled and fell back onto the bed.

“Okay. It’s okay, Ben. We can talk about hero stuff instead,” she soothed. Rather than her hero days, Kim was getting babysitting flashbacks. She took his small hand in hers. “You can ask me anything you want.”

Ben didn’t say anything right away, but his hand stopped shaking and his breathing began to even out. That was something, so Kim waited patiently.

“Ron’s your best friend. Weren’t you scared he’d get hurt and it’d be all your fault?” he finally asked.

That wasn’t the sort of question Kim was used to getting from little boys, but it was one she’d been asked before and she knew the answer. She squeezed his hand affectionately and told him, “I’ll always be afraid of Ron getting hurt, but Ron’s afraid of me getting hurt too. Sometimes the nicest thing you can do for someone is to let them help you.”

“But what if you weren’t good enough? What if something bad happened?” His tiny hand squeezed hers.

“I trust him to support me and his support make me strong enough to support him. We’re a team.” His eyes left hers and moved to the ceiling but he wasn’t looking at anything. Kim knew this meant something more to him and she had a feeling that the last leg of this conversation was for Gwen.

He still looked unsure, so she helped it along. “Ben, you don’t have to tell me what’s wrong, but tell someone. It hurts when you can’t help a friend and there’s nothing wrong with needing a friend’s help.”

“Could...could you keep my mom busy? Sometimes, when I think I can say it, I’m scared mom will hear,” he confessed.

“I’m Kim Possible. I can do anything,” she promised.

Kim pulled out a business card and tucked it into his palm. It was from her teen hero days. The phone number was still good even if the pager number was a little embarrassing now.

“If you need anything, just call me. Get well soon, Ben,” she said. Ben watched her leave silently. Then he was alone with his thoughts.

~*~

When Kim arrived downstairs, Sandra was already pouring tea. Gwen was being helpful around the kitchen but made sure to stay between Sandra and the stairs.

Kim whispered to Gwen, “My turn to run interference.”

“Ben is a sweetheart, Sandra, but he’s very tired. I would love to schedule another visit.”

“Oh, could we talk in Ben’s room? He needs his liquids,” she explained nodding at the tea.

“I can bring Ben a cup. I’m sure he needs his rest just as much.” Gwen was already collecting the tea on a tray.

“I suppose he does. Make sure he’s okay and just yell if he needs anything,” said Sandra. She seemed tired, and perhaps a little defeated.

Gwen moved up the steps just a little faster than one normally would while carrying a hot beverage.

“Well, I’ve been taking time off to be here for Ben, so most days are fine for us. My husband is on call, but is usually home by five. When are you available, Kim?” Sandra asked politely.

“Oh I’m available whenever. Ben just wanted to have a heart to heart with Gwen and didn’t want his mom to know. Kids get embarrassed about the cutest things.” Kim was a terrible liar, but this was a babysitting job now.

Sandra didn’t know how much she needed the laugh Kim’s candidness gave her.

“That will be good for him. Gwen’s such a darling. She’s athletic and a honor student along with everything else her mother drilled into her, but she still knows that people are more important than any of that.”

“And Ben?” Kim prompted with a smile.

“That’s about all he knows.” She laughed again. “He’s always trying to do things, but hasn’t quite figured out how. He makes mistakes, but when he figures out the right thing to do, nothing can stop him.”

~*~

Gwen took her seat again, but this time was different. She would finally get some answers. She could finally save Ben from whatever he’s gotten himself into this time. No one had said anything yet though. All Gwen could hear was the beating of her own heart as Ben seemed to be lost in thought, now of all times.

“ _I trust him to support me and his support make me strong enough to support him._

_We’re a team.”_

“Remember when we were on Zenon?” He paused a moment. They both waited until he was ready. ”When the Wildvine grabbed you?”

“Yep, spent ten seconds in a wildvine mouth. It was like sixth scariest thing that happened all summer.” It was also the ninth stinkiest. It was a very dangerous, smelly summer and Gwen kept a lot of rankings.

“Yeah?” Ben sounded surprised. “Well, it wasn’t ten seconds for me. I thought you were dead. I-I thought I killed you,” he confessed.

“Ben, I’m fine. You can’t keep whatever is happening a secret in some boneheaded attempt to protect-”

“This is what’s happening!” Ben cried out. “Everytime I fall asleep, you’re pushing me out of the way and the Wildvine grabs you and Gludo isn’t there a-and-” and he gagged.

Ben slumped over the trash can and dry heaved over it.

“Ben, I’m okay! Why are you freaking out like this? I’ve seen you puke way too many times in my life, but not from stress.” Gwen put her hand on his back.

Ben gripped the edge of the trashcan and his back tensed under Gwen’s hand.

“I don’t-it’s not- I’m not...” he tried to explain into the trash can. He gripped the rim tighter and then pushed off it. He leaned his head back upright and turned to face Gwen. Her eyes were wide because his were filled with tears he’d never let her see before.

“I’m not Ben in the dream,” he began. His voice had steadied, but his hands were tense fists. Gwen forgot to breathe.

“I'm the _Wildvine_."


	3. And then there was Gwen

**Summary for the Chapter:**

> Ben's strange sickness is uncovered and Gwen prepares to help, but nothing is ever simple for the Tennysons.

Ben’s stomach was really weak and seeing anything that even reminded him of meat made him retch instantly. He was always terrible about eating his vegetables and had some sort of irrational fear of tofu. It took Gwen almost a whole hour to have a color coded meal plan charted out for the rest of the year to help Ben get his strength back.

“I get the fruit and the toast but what is this?” Ben asked as he eyeballed a bowl of mush.

“It’s oatmeal. Don’t give me that look! I cooked it in milk with peanut butter and plenty of sugar. Try it,” she challenged him with crossed arms and a confident smile.

Ben still managed to look reluctant as he shoveled some oatmeal into his mouth, but after some contemplative chewing he swallowed. “It’s like a peanut butter cookie.”

“Yep!” Gwen chirped triumphantly. “That was exactly what I was going for! Only with more protein, potassium, vitamin D-”

“Don’t ruin this for me, Gwen.” Ben sputtered through a mouth full of oatmeal. He learned long ago that even Gwen would hesitate to argue with him, if it meant food would be sprayed on her when he responded.

Those were the last words on the topic for the next few hours. They still talked about school, sumo slammers and grandpa Max. Just nothing about his nearly starving himself to death.

Sumo Slammers: the Movie was rolling credits when aunt Lily arrived. It was getting late. Ben went up to his room alone without saying anything. If he pretended he was asleep, he wouldn’t have to say goodbye. He stared up at his ceiling and tried not to be afraid of the coming nightmare.

Then Gwen walked into his room without knocking and dropped a sleeping bag onto the floor. She reached back outside the room and pulled in a massive tote bag he was certain could hold the both of them inside with enough food and air to last them the weekend.

He had an idea what was going on, but just to be sure he asked, “Was is _that_?”

“This? It’s my overnight bag. I keep it packed with everything I need for a sleepover.”

It was exactly as he’d suspected; Gwen was a dweeb. He rolled with it.

“Are you sure you want to do this? When we got home at the end of summer, you said you would rather sleep in a burning building than sleep in the same room as me again,” he reminded her.

Gwen ignored his objection like usual.

“If we can get you through one night then we know we can get you through every night. I’ll be right here and you’ll know I’m safe. Just relax,” she said.

Ben looked skeptical. “So... what, we have a slumber party and heal me with the power of friendship?”

“I can hold your hand if it makes you feel safer,” she teased.

“This is dumb. You’re lucky I’m too tired to argue.” He meant it too. The relief from Gwen not leaving and his general weakness wore him down quickly. By the time Gwen finished settling in he was already drifting off.

~*~

It was kinda fun to watch Ben fall asleep. It was so quiet and gentle looking. Nothing like anything else he’s ever done in his life. Ever.

At least this part should be easy. As tired as he was it would be strange for him to dream at all.

Then his face scrunched up and he started sweating. It was too early to be a dream. As tired as he was it wouldn’t be strange to have no dreams at all.

Gwen leaned in and checked his eyelids. They weren’t flickering, but they started crying.

“Ben, wake up!” Gwen demanded as she shook his shoulder. It didn’t make any sense.

“So much for one night. At least I kept dinner down,” he said before he rubbed the tears from his eyes onto his pajama sleeve.

“Ben, you have to listen to me. Are the nightmares always like this? Just asleep and instant nightmares?” she asked as her mind buzzed. Ben started puking barely a week ago.

“Uh, _yeah_. Sleeping is when dreams happen, dweeb,” answered Ben.

Zenon happened over a month before the nightmares. How could she have missed something so important? The whole thing was weird from the beginning!

“Ben, this is _serious_. You weren’t in a REM cycle,” she explained.

“Gwen, after everything we’ve been through together...how could you _possibly think_ I know what that means?!” Ben looked mad. Good. She was mad too! Someone tried to kill him! No, someone was _still_ trying to kill him.

“It means you weren’t supposed to be dreaming, stupid! This has to be an alien or-or magic!” she explained to him while trying to figure it out herself.

Ben lifted his arm to look at the Omnitrix and said, “I don’t think I have an alien for this.”

Gwen tore into her overnight bag. Someone was trying to kill Ben and she wasn’t going to let them.

“But I have a spell for it,” she said as she finally retrieved her spellbook. “I can astral project myself into your dream and pull you into a lucid dream like when we saved you from the Forever Knights,” Gwen was already flipping through her spell book as she explained her plan.

“Is that safe?” he asked. The “for you,” was said only with his eyes.

Gwen’s eyes said, “I don’t care.”

“I am going to do this, Ben. You can’t go on like this. You _can’t_ ,” she told him. Gwen had never been more sure of anything. This had to stop.

Gwen’s conviction made Ben pause for a second and a thought crossed his mind.

 

_“Sometimes the nicest thing you can do for someone is to let them help you.”_

 

“Okay, but I get to turn you into a rat again when I’m in control.” He smiled for her; at her expense but for her.

“You’re a dork.” She smiled back anyway.

~*~

Everything was Zenon except not. It was even hotter and more humid than the real thing. There was no wind and none of the shadows moved right. There was only one Wildvine, which she knew was wrong as well. Maybe to Ben that was the only one that mattered. It was reaching for him like it did that day, but this Gwen had a lot more to her.

“Time to go off script!” Gwen announced.

She caught the Wildvine she knew was the real Ben in a bubble of mana even as it thrashed and she shouted, “Ben! It’s me! Remember the plan! None of this is real!” She needed Ben to snap out of it, but it was the walls that replied back.

“Real?” they said in one echoing voice. “Dreams are the gateway to the subconscious. Your world is the one that is made of lies!”

The dream versions of Ben and Gwen blew out like candles and in their place swirling wisps of night sky bubble up from the ground into a mound that that erupted to over a hundred feet high. Horns curl out from the top. A pale, pitiless face with glowing, red eyes emerges from a sea of stars and glared down at Gwen.

The creature’s powerful voice had an otherworldly echo that proved more than a trick of the room when it spoke to her again.

“You should not have come here,” it rumbled.

The creature waved its hand in an effortless gesture that shattered the walls and building above them with a crack of thunder. The memory of Zenon fell upwards into a sky of swirling green mists and floating islands until only the floor of the once expansive room remained. The creature of swirling stars reached down to the bubble holding Ben and smothered the glow of mana beneath a night sky clenched into a fist.

“L-let him go! Wh-who are you?!” Gwen demanded, trying to hold her spell on Ben. She expected Vilgax, Charmcaster, or even the Forever Knights again. Gwen hadn’t seen anything like this before and she’d seen _a lot_.

The heat of Zenon was sucked away with the scenery but she wasn’t shaking from the cold. The power this creature commanded over Ben’s dream was far beyond the extent of Gwen’s magic. This was a monster trying to kill Ben and it wouldn’t hesitate to turn that power on her.

“I am Nocturne, Master of Dreams! You are intruding in my world, foolish girl!” Nocturne voice rumbled through the room like an earthquake as it raised its open hand as if to swat her like an insect.

“This is my world!” A burst of light forced open Nocturne’s fist and Ultra-Ben rocketed free to slam a fist into Nocturne’s pale face sending the villain reeling back. “And here the heroes always win!”

“I can’t believe he’s dressed like a superhero again,” Gwen thought to herself forgetting her fear in the lunacy of the situation.

When Gwen raised her hand to prepare another spell and saw she was wearing her lucky girl gloves. Then she looked down and saw she was wearing more than the gloves.

“When I do it, it’s cool,” she concluded as she attacked.

Bolts of mana crashed into Nocturne. The beast cried out and raised its arms to protect its face from the crash of magic.

Ben cartoonishly wound up his next punch like a propeller on a plane. With the opening Gwen created his fist blasted the monster’s massive form back the platform into the swirling green void surrounding them.

There was a moment of silence, but the sense of dread hadn’t left.

“Sleepwalkers form!” Nocturne’s voice called out from below. Ghastly, vaguely humanoid sacks of spectral energy began to coalesce in the sky and floated down toward them. Ben took position in the air above Gwen and together they attacked them as they groaned and swarmed around them. Each one they struck turned back into a green mist.

“Sleepwalkers, form!” Nocturne commanded once again. For each minion they had turned to gas two more formed around them.

“These guys don’t stay down!” he yelled begging for an idea.

“Saphirius Expectorium!” Gwen conjured whirlwinds that sent the sleepwalkers tumbling away. The few that collided with each other burst in mist.

“I can handle these creeps! Get Nocturne!” she yelled over the roar of her own magic.

Ben hesitated a moment, then shot off like a rocket over the lip of the platform.

Beneath them was an expansive night sky with Nocturne’s face leering at him.

“Leaving Gwen alone? Doesn’t that frighten you, Ben?” rumbled Nocturne as tendrils of night sky the size of grain silos shot out toward him.

“Those gas bags don’t have anything on Gwen. I’m done letting my fears control me!” Ben yelled out as he charged in.

~*~

The sleepwalkers pushed against the wind trying to rush at Gwen. As they bumped into each other they mindlessly pushed each other forward in clusters drawing closer even as they crushed each other into mist trying to push forward.

Gwen breathed deep and focused with the time she bought herself. Casting with one hand wasn’t optimal. Casting with her left hand while channeling another spell in her right and astral projecting was something she would have called a nightmare before she met Nocturne. So she was going to do it perfectly.

She held her left hand out and split both her focus and her mana as she commanded, “Mercuta Verditis!” An erratic stream of blue mana parted the raging winds and crashed through a line of sleepwalkers. Gwen held the spell and swiped it across her enemies like a sword and they were mist lost in the storm.

As she released her magic she felt immediate relief. She didn’t have time to rest. Ben needed her help. She ran to the edge of the platform and looked down. She saw Bensoaring around and crashing into tendrils of night sky, sometimes intentionally. Judging by Nocturne’s reverberating laughter, it wasn’t effective.

“I’d bet he’d stop laughing, if Ben got another swing at his face. If only I could get him close enough. Think...think!” Gwen ran her hands through her hair. All her spells were either too short ranged or useless against something so massive. Something had to give.

“Of course!” It was dangerous, but the only alternative was to give up.

So she jumped.

As she fell, she focus her mana. She would need all she had. The last time she used this spell it didn’t take much out of her, but Nocturne was easily a hundred times the size of the mummy.

“Appendage-A Regoria!” she yelled out over the rush of wind from her freefall. Glowing blue energy ran through the tentacles as she fell past them and froze them in space and, if the annotations in the book are true, time as well. Which had a lot of implications for physics that Gwen promised herself she would examine if she survived the fall.

“Witch! What did you do to me?” Nocturne yelled and thrashed against the magic.

Gwen’s eyes were squeezed shut. It helped her focus on the spell. She hoped Ben made use of the opportunity she was creating. Then she stopped falling, but not in the sudden, deadly way she had been a little anxious about.

“Are you crazy?!” Ben yelled at her.

“No time! I can’t hold this spell long, you only get one shot. Make it count!” she told him.

Ben didn’t want to leave it at that, but there really wasn’t time to argue. He moved Gwen onto his back. “Hold on tight.”

Ben flew right up to Nocturne’s screaming face with Gwen hanging onto him like a second cape. He cocked back is fist so far that he lifted his leg like he was about to throw a fastball. Gwen held on tight and was kinda choking him, but he didn’t have time to worry about that as he put all his strength into one punch.

“None of this matters! You’re too weak to stop us now! Sweet dreams, Ben. They won’t last!” Nocturne yelled.

The blow was too fast to see, but it cracked like lightning in her ear followed by the roar of a storm. Gwen had released the tendrils from surprise in time to watch them rush by her down to where the monster’s face had been. Like a drain Nocturnes massive form fell into itself until the last tendril was gone.

They were suddenly sitting in lawn chairs by a campfire outside the rust bucket. S’more fixin’s were in arms reach and they already had roasted marshmallows on sticks.

“The infinite possibilities of a lucid dream and this is what you do?” Gwen asked as all the adrenaline faded away with Nocturne.

“I know its kinda dumb, but I like the stars. Nocturne didn’t have any of the constellations I knew and he was, y’know, a jerk. It just made me want to see a real night sky,” he said in defense of his dream. “And hey! Don’t think I forgot. You jumped! What if I didn’t catch you in time?”

“I knew you would,” Gwen explained matter of factly.

Ben sighed and knew he couldn’t win this one. At least not today.

“Just try not to scare me like that. Anyway, if my dream is so boring you don’t have to stick around,” he said as he leaned back to see the stars.

“Actually, after all that? Some quiet stargazing sounds pretty nice,” mused Gwen. She leaned back and ate her dream marshmallow. Ben’s dream didn’t actually have an accurate night sky. It had too many stars and sparkled too brilliantly. It was beyond beautiful.

“Gwen?” he said just a little too timidly.

“Hmm?” she hummed through her marshmallow.

“Thanks.”

**Author's Note:**

> Originally posted on Fanfiction.net. Didn't find it very convenient, so trying out other options. There are going to be many references to other cartoons as well, but the three tagged are the major focus. Am I supposed to tag the minor roles too? I think in the first 5 or 6 chapters Randy Cunningham will have only 2 lines.
> 
> I don't hate the other Ben 10 shows but I like the original series best and its continuity is often at odds with future stuff so I just ignore the new stuff when I write. Romance is not a focus, but you can assume most cannon relationships to exist in the background of this story.
> 
> Taking the opportunity to rework a few chapters. I'm doing this whole thing without a beta so sometimes I don't catch stuff until way too late. Also I'm sorta imitating common formatting I see, but I write with paragraph indents then basically reformat. Is this okay looking? I can't figure out how to get rid of the space it keeps adding to the “ No. How could you let that happen?”


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